Atheros Delays Shareholder Vote on $3 Billion Qualcomm Sale

Atheros Communications Inc. postponed a shareholder vote on a planned $3.2 billion takeover of the company by Qualcomm Inc. after a judge ordered that more information be released about the deal.

The vote was scheduled for today and will be delayed until March 18, San Jose, California-based Atheros said in a statement.

“The proxy statement currently fails to provide the required disclosures” about advisory fees and “all material facts” about deal-negotiations by Craig Barratt, chief executive officer of Atheros, and what he would be paid if the sale goes through, Delaware Chancery Court Judge John Noble said in a 38-page opinion made public today in Wilmington.

Atheros was sued in January by shareholders contending the $45 per-share offer is inadequate. Atheros provides expertise in wireless technology and home-computer networking. Qualcomm, based in San Diego, is the world’s largest maker of semiconductor chips for mobile-phones.

“The proposed transaction arose out of a nearly non- existent sales process that was orchestrated” by Barratt, who stands to gain benefits including $24 million in stock options, plaintiffs’ lawyer P. Bradford deLeeuw said in court papers.

Molly Mulloy, an Atheros spokeswoman, said in a phone interview the company doesn’t think delaying the vote “will impact the completion of our original timetable and we expect to close in the first half of this year.”

Atheros rose 2 cents to $44.75 in Nasdaq Stock Market trading in New York at 1:12 p.m. Qualcomm fell $1.20, or 2 percent, to $56.95 on the Nasdaq.

Atheros Communications Inc. postponed a shareholder vote on a planned $3.2 billion takeover of the company by Qualcomm Inc. after a judge ordered that more information be released about the deal.
The vote was scheduled for today and will be delayed until March 18, San...